DAWSON JAMES SECURITIES, INC. Boca Raton, Florida 33432
Exhibit 10.19.2
XXXXXX XXXXX SECURITIES, INC.
000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx Xx. 000
Xxxx Xxxxx, Xxxxxxx 00000
January 30, 2012
Xxxx X. Xxxxxx, MD, PhD
Chief Executive Officer
00 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Amendment of Engagement Letter
Dear Shai,
This letter amends the letter agreement between NeuroMetrix, Inc. (the “Company”) and Xxxxxx Xxxxx Securities, Inc. (“DJSI”) dated December 30, 2011 (the “Engagement Letter”) as follows:
1. Fees and Expenses.
(a) The first sentence of Section 8(a) of the Engagement Letter is hereby deleted and replaced with the following:
| “Upon signing of this letter agreement, DJSI will be paid a due diligence fee of $25,000, which shall be reimbursable to the Company to extent it is not actually incurred.” |
(b) The second sentence of Section 8(b)(ii) of the Engagement Letter is hereby deleted and replaced with the following:
| “The warrants will have a term of five (5) years from the effective date of the Registration Statement and will be exercisable after twelve (12) months from the date of issuance.” |
(b) Section 8(c)(iii)(B) of the Engagement Letter is hereby deleted and replaced with the following:
| “(B) the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Registered Placement, except the transfer of any security as permitted by the FINRA rules.” |
2. Warrant Purchase Agreement.
(a) Section 3 (“Term”) of Exhibit B to the Engagement Letter (“Form of Warrant Purchase Agreement”) is hereby deleted and replaced with the following:
“3. Term. The DJSI Warrants shall expire and not be exercisable or convertible more than five years from the effective date of the Registration Statement.
(b) Section 7 of Exhibit B to the Engagement Letter (“Form of Warrant Purchase Agreement” is hereby deleted and replaced with the following:
“7. Non-Transfer. FOR A PERIOD OF SIX MONTHS AFTER THE ISSUANCE DATE OF THE DJSI WARRANTS, NEITHER THE DJSI WARRANTS SHALL BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR (B) THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES BY ANY PERSON FOR A PERIOD OF 180 DAYS IMMEDIATELY FOLLOWING THE DATE OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR COMMENCEMENT OF SALES OF THE REGISTERED PLACEMENT, EXCEPT THE TRANSFER OF ANY SECURITY AS PERMITTED BY THE FINRA RULES.”
Except as set forth above, the Engagement Letter shall remain in full force and effect. If you agree with the above please sign below and return an executed copy of this letter to my attention.
| Very truly yours, | |
| XXXXXX XXXXX SECURITIES, INC. | |
| /s/ Xxxxxx X. Xxxxxxx | |
| Xxxxxx X. Xxxxxxx | |
| Managing Partner |
| AGREED AND ACCEPTED: | |
| NeuroMetrix, Inc. | |
| /s/ Xxxxxx X. Xxxxxxx | |
| Xxxxxx X. Xxxxxxx | |
| Chief Financial Officer |
